The 2023 Florida Statutes (including Special Session C)

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.0620

607.0620 Subscriptions for shares.—

(1) A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.

(2) A subscription for shares, whether made before or after incorporation, is not enforceable against the subscriber unless in writing and signed by the subscriber.

(3) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform as to all shares of the same class or series, unless the subscription agreement specifies otherwise.

(4) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

(5) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than 20 days after the corporation delivers written demand for payment to the subscriber. If the subscription agreement is rescinded and the shares sold, then, notwithstanding the rescission, the defaulting subscriber or his, her, or its legal representative shall be entitled to be paid the excess of the sale proceeds over the sum of the amount due and unpaid on the subscription and the reasonable expenses incurred in selling the shares, but in no event shall the defaulting subscriber or his, her, or its legal representative be entitled to be paid an amount greater than the amount paid by the subscriber on the subscription.

(6) A subscription agreement entered into after incorporation is also subject to s. 607.0621.

History.—s. 37, ch. 89-154; s. 12, ch. 93-281; s. 8, ch. 97-102; s. 41, ch. 2019-90; s. 10, ch. 2020-32.

F.S. 607.0620 on Google Scholar

F.S. 607.0620 on Casetext

Amendments to 607.0620

Arrestable Offenses / Crimes under Fla. Stat. 607.0620

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.0620.

Annotations, Discussions, Cases:

Cases from cite.case.law:

DOLTZ, v. HARRIS ASSOCIATES,, 280 F. Supp. 2d 377 (E.D. Pa. 2003)

. . . . § 607.0620(2) At oral argument, which was held on April 29, 2003, the Court ordered both parties to . . . Ann. § 607.0620(2). (Reply Br. at 10.) . . . Ann. § 607.0620(2). Id. at 9-10. Furthermore, citing 8A Fla. . . . Ann. § 607.0620(2) bars his claim. Id. at 10-11. . . . Ann. § 607.0620(2) is not applicable in the instant action as a matter of law. G. . . .

JACOB, a v. BERNATEK, A. a, 764 So. 2d 874 (Fla. Dist. Ct. App. 2000)

. . . The court cited to sections 607.0620 and 607.0621, Florida Statutes (1997), as supporting authority. . . . In granting summary judgment, the trial court relied on both sections 607.0620 and 607.0621 as authorizing . . . Section 607.0620 regulates subscriptions for shares in a corporation. . . . Section 607.0620(2) provides that “[a] subscription for shares ... is not enforceable unless in writing . . . subscription agreement signed by the subscriber existed, the trial court improperly relied on section 607.0620 . . .

Y. ZAHR, v. WINGATE CREEK ACQUISITION CORP. Y. a k a E. Y. NMB NV,, 827 F. Supp. 1061 (S.D.N.Y. 1993)

. . . Corporations § 607.0620(2); compare N.Y.Stat. Art. 8, § 8-319(a) (McKinney 1992) with Del. Stat. . . .

I. MARCUS, v. SHAPIRO, ABRAMSON SCHWIMMER, P. A. H., 620 So. 2d 1284 (Fla. Dist. Ct. App. 1993)

. . . effective July, 1990 (subsequent to the filing of the complaint in this case) and replaced with section 607.0620 . . . New section 607.0620 is in accord stating, “[a] subscription for shares entered into before incorporation . . .